Article 1. Definitions

Client: The party contracting with Standis B.V.
Agreement(s): The agreement between the Client and Standis B.V.
Parties: The Client and Standis B.V. collectively.
Standis B.V.: The contractor, registered in the Chamber of Commerce under number 75137615, also operating under (among others) the names Standiswear and Carwrapping Veenendaal.

Article 2. Applicability

These general terms and conditions apply to all offers and quotations from Standis, all Agreements entered into by the Parties, and all other work performed and services provided by Standis, unless expressly agreed otherwise in writing.
By signing an Agreement with Standis B.V., accepting a quotation sent by Standis B.V., or confirming an assignment via email, WhatsApp, or SMS, the Client declares that they have taken note of these general terms and conditions and agree to them.
The applicability of any purchase or other terms of the Client is expressly excluded.
These general terms and conditions also apply to all agreements with Standis B.V. where third parties need to be involved.
If general terms and conditions of the Client are expressly declared applicable in writing by Standis B.V., such applicability is only for the specific assignment and not for subsequent assignments. In case of conflict between these general terms and conditions and the expressly declared general terms and conditions of the Client, these general terms and conditions prevail. For subsequent assignments, these general terms and conditions apply, unless expressly waived in writing.
If any provision of these general terms and conditions is void or annulled, the remaining provisions of these general terms and conditions will remain in full force and effect, and Standis B.V. and the Client will consult to agree on new provisions to replace the void or annulled provisions, with due regard for the purpose and intent of the void or annulled provision.

Article 3. Offers and Quotations

The quotations made by Standis B.V. are non-binding and valid for 30 days, unless otherwise indicated.
If the Client has not confirmed an assignment in writing, but nonetheless (silently) agrees that Standis B.V. starts executing the assignment, the content of the offer/quotation or Agreement will be considered agreed upon.
Changes to the originally concluded Agreement between the Client and Standis B.V. are only valid from the moment these changes are accepted in writing by both Parties through an additional or modified Agreement.
A composite price quotation does not oblige Standis B.V. to perform a part of the assignment at a corresponding part of the stated price.
Brochures, catalogs, or other drawings and representations provide a general impression of the goods to be delivered. Described and depicted sizes, colors, designs, weights, etc. are always approximate and never binding.
If different brands of clothing are ordered in the same color designation, account must be taken of possible color differences per brand/material. Responsibility/choice for this lies with the buyer.
Offers or quotations do not automatically apply to reorders and/or future assignments. Prices may differ thereafter.

Article 4. Prices, Invoicing, and Payments

In the case of an Agreement involving periodically payable amounts by the Client, Standis B.V. is entitled to adjust the applicable prices and rates through written notice with a term of at least 30 days.
Standis B.V. may adjust its prices at any time if the cost increase is due to incorrect data provided by the Client which are relevant for pricing, changes in the assignment, or increases in third-party prices or based on laws and regulations.
Unless otherwise agreed: a 50% down payment on the total cost after approval of the quotation and the initial draft regarding the scope of the Agreement. After the services are completed, the remaining amount will be invoiced. Delivery always takes place after full payment of all outstanding invoices.
Failure to pay part of the agreed amount does not obligate Standis B.V. to deliver a corresponding part of the assignment. For already paid installments, the Client may not claim any refund, as this will be considered compensation for the costs already incurred and the time invested by Standis B.V.
Payment of the invoice amount must be made within 14 days after the invoice date, in the manner indicated by Standis B.V. and in the currency in which it is invoiced. Objections to the amount of the invoices do not suspend the payment obligation.
Invoicing of maintenance costs and other periodically recurring costs occurs annually in advance, unless otherwise agreed.
All costs related to payment, including exchange and bank charges, are for the account of the Client.
If the Client fails to make timely payment of an invoice, the Client is automatically in default. The Client will then owe interest of 2% per month, unless the statutory interest is higher, in which case the statutory interest will be owed. The interest on the payable amount will be calculated from the moment the Client is in default until the full payment of the owed amount.
If the Client is in default in the timely performance of their obligations, all reasonable costs to obtain satisfaction out of court will be for the account of the Client. If collection measures are taken, the Client will owe out-of-court costs in accordance with the Collection Costs Act. In the case of a commercial agreement as referred to in Article 6:119a paragraph 1 of the Dutch Civil Code, immediately after the expiration of the invoice term, a compensation for out-of-court collection costs of 15% of the amount owed, and at least €75.00, will be due even before a reminder is sent. Finally, the Client is liable for all other costs, both out-of-court and judicial, if measures are taken to collect the claim.
Each payment will first be applied to all owed interest and costs and then to the oldest outstanding invoices, regardless of whether the Client specifies that the payment relates to a later invoice.
Set-off by the Client with an outstanding claim against Standis B.V. is excluded.

Article 5. Obligations of the Client

The Client is responsible, according to instructions, for the timely and correct delivery of materials.
Standis B.V. may use delivered services or products from the Client for promotion and/or publicity unless otherwise agreed, initially without consultation.
The Client is obliged to follow the instructions of Standis B.V. regarding the preparation and execution of the Agreement.
The Client is obliged to timely notify any changes in contact details.

Article 6. Execution of the Agreement

Standis B.V. will make efforts to execute the assignment carefully and strive for a good and usable result for the Client. If necessary, Standis B.V. will keep the Client informed about the progress of the work.
Standis B.V. is not responsible for updating the website unless there is a valid maintenance agreement between the Parties.
If the Client subscribes to a service where small changes to texts and images by Standis B.V. are included, the Client has the option to submit all changes at once per month according to Standis B.V.’s delivery specifications. Expressed in time, the small changes together may cost Standis B.V. a maximum of 15 minutes per month. Larger changes will be billed as additional work. No credits will be accrued if the Client does not use this service.
Standis B.V. is not responsible for backups of the website.
If the Agreement is entered into with a view to execution by a particular person, Standis B.V. is always entitled to replace this person with one or more others with the same qualifications.
If and to the extent required for proper execution of the Agreement, Standis B.V. has the right to have certain work performed by third parties.
If the necessary data for the execution of the Agreement is not timely provided to Standis B.V., Standis B.V. has the right to suspend the execution of the Agreement and/or charge the Client for the additional costs arising from the delay.
For writing articles on behalf of the Client, Standis B.V. has the right to have the Client sign an assignment form. This is to demonstrate, for example to event organizers, that Standis B.V. has been commissioned to do so, without having to present the signed quotation.
If Standis B.V. or third parties engaged by Standis B.V. perform work at the Client’s location or a location designated by the Client, the Client will provide the facilities reasonably desired by these employees free of charge.

Article 7. Additional Work

Work or other performances that fall outside the Agreement are considered additional work. Unless otherwise agreed, additional work will be invoiced according to the current hourly rate of Standis B.V.
If a fixed price has been agreed for the services and products, and the Parties intend to conclude a separate Agreement regarding additional work or performances, Standis B.V. will inform the Client in writing in advance about the financial consequences of that additional work or performances.
After signing an Agreement with Standis B.V., electronically submitting an assignment, giving verbal approval, or submitting an assignment via email, WhatsApp, or SMS, it is not possible to change templates and/or designs without cost.
In the event of incorrect expectations at a trade stand, such as no power supply, Standis B.V. is entitled to charge costs for this, unless otherwise agreed.

Article 8. Duration and Termination

Subject to Article 7:413 of the Dutch Civil Code, Article 7:408 paragraph 1 of the Dutch Civil Code is explicitly excluded. Standis B.V. reserves the right to refuse and/or terminate assignments without stating reasons.
Subscriptions are concluded for an indefinite period with a notice period of one month. The client or Standis B.V. may terminate the subscription in writing, by email, or via the contact form on the website.
If the Client terminates an Agreement prematurely, Standis B.V. is entitled to full compensation for costs incurred and time spent.

Article 9. Force Majeure

Force Majeure means any circumstance beyond Standis B.V.’s control that prevents the fulfillment of the Agreement. This includes but is not limited to: strikes, fire, flood, war, and other forms of serious disruption. In such cases, Standis B.V. is entitled to suspend its obligations until the Force Majeure situation has ended. Standis B.V. will notify the Client of the Force Majeure situation as soon as possible. If the Force Majeure situation lasts for more than 90 days, the Client has the right to terminate the Agreement in writing.

Article 10. Liability and Indemnification

Standis B.V. is only liable for damages arising from or related to the execution of the Agreement if and to the extent that the damages are a direct result of Standis B.V.’s willful misconduct or gross negligence.
Standis B.V. is not liable for any indirect damages, including but not limited to consequential damages, lost profits, or loss of data.
The total liability of Standis B.V. for any damages is limited to the amount paid by the Client under the Agreement, up to a maximum of €10,000, or if the damage is covered by Standis B.V.’s insurance, up to the amount covered by that insurance.

Article 11. Intellectual Property

All intellectual property rights to the designs, drafts, models, software, and other materials provided by Standis B.V. remain with Standis B.V., unless otherwise agreed.
The Client is not permitted to use, reproduce, or disclose these materials without prior written consent from Standis B.V.
If the Client infringes on Standis B.V.’s intellectual property rights, the Client will indemnify Standis B.V. against any claims and damages arising from such infringement.

Article 12. Confidentiality

Both Parties are obliged to treat all confidential information received from the other Party as confidential and will only use it for the purpose for which it was provided.
Confidential information includes but is not limited to: business and financial information, customer data, and all other information that is not publicly available.

Article 13. Dispute Resolution and Applicable Law

Any disputes arising from or related to the Agreement or these general terms and conditions will be settled by the competent court in the district where Standis B.V. is located.
Dutch law applies to all Agreements and legal relationships between Standis B.V. and the Client.